SEC Comment Letter 0000000000-24-007940 to Garden Stage Ltd (GSIW) (CIK 0001954269) (GSIW)
Garden Stage Ltd (GSIW) (CIK 0001954269)
Date: July 12, 2024 · CIK: 0001954269 · Accession: 0000000000-24-007940
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Letter
July 12, 2024 Sze Ho Chan Chief Executive Officer Garden Stage Limited 30th Floor, China Insurance Group Building 141 Des Voeux Road Central Central, Hong Kong Re:Garden Stage Limited Drafted Registration Statement on Form F-1 Submitted June 20, 2024 CIK 0001954269 Dear Sze Ho Chan: We have conducted a limited review of your draft registration statement and have the following comment(s). Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your filed registration statement, we may have additional comments. Draft Registration Statement on Form F-1 submitted June 20, 2024 Cover Page 1.Please disclose on the cover page how any regulatory actions related to data security or anti-monopoly concerns in Hong Kong have or may impact your ability to conduct your business, accept foreign investments, or list on a U.S. or foreign exchange. 2.Provide a description on the cover page of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under any agreements. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.
July 12, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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July 12, 2024
Sze Ho Chan
Chief Executive Officer
Garden Stage Limited
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Re:Garden Stage Limited
Drafted Registration Statement on Form F-1
Submitted June 20, 2024
CIK 0001954269
Dear Sze Ho Chan:
We have conducted a limited review of your draft registration statement and have the
following comment(s).
Please respond to this letter by providing any requested information and by publicly filing
your registration statement and non-public draft submission on EDGAR. If you do not believe a
comment applies to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.
After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted June 20, 2024
Cover Page
1.Please disclose on the cover page how any regulatory actions related to data security or
anti-monopoly concerns in Hong Kong have or may impact your ability to conduct your
business, accept foreign investments, or list on a U.S. or foreign exchange.
2.Provide a description on the cover page of how cash is transferred through your
organization and disclose your intentions to distribute earnings or settle amounts owed
under any agreements. State whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
July 12, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance